Legal Proceedings
−Removed: During the reporting period, we pursued claims in two lawsuits that we filed in 2022 against Shoreline Biosciences, Inc.
−Removed: (Shoreline) and certain of its founders and officers (collectively, the Shoreline litigations).
−Removed: The first suit, filed on May 13, 2022, was pending in San Diego Superior Court against Shoreline and four of its founders, Drs.
−Removed: Kaufman (Kaufman), Kleanthis G.
−Removed: Xanthopoulos, and Messrs.
−Removed: William Sandborn and Steven Holtzman.
−Removed: Our claims included actions for breach of contract, breach of implied covenant of good faith and fair dealing, fraud and deceit, tortious interference, restitution and unfair competition.
−Removed: On August 9, 2024, the court denied the defendants’ motions for summary judgment preserving for trial all of Fate’s claims against the defendants, with the exception of defendants’ motions with respect to certain theories under Fate’s tortious interference claim (which claim by Fate was otherwise preserved for trial).
−Removed: On September 19, 2024, the court denied defendants’ motion for reconsideration of its summary judgment ruling.
−Removed: Trial began on October 21, 2024, with a jury selected on October 24, 2024.
−Removed: On October 28, 2024, the parties entered a settlement agreement resolving the litigation on terms agreeable to all parties, pursuant to which we filed a request for dismissal with prejudice of all claims on October 31, 2024.
−Removed: In the second of the Shoreline litigations, also filed on May 13, 2022, we and Whitehead Institute for Biomedical Research (Whitehead) filed a lawsuit in the U.S.
−Removed: District Court for the Southern District of California against Shoreline and Kaufman seeking monetary damages for the defendants’ infringement of U.S.
−Removed: 8,071,369, 8,932,856, 8,951,797, 8,940,536, 9,169,490, 10,457,917, and 10,017,744.
−Removed: On June 7, 2023, we and Whitehead filed a motion to dismiss our patent infringement claims against Kaufman in his personal capacity;
−Removed: that motion was granted on June 9, 2023.
−Removed: On August 30, 2023, the court granted Shoreline’s motion for summary judgment and denied our motion for partial summary judgment as moot.
−Removed: Judgment in favor of Shoreline was entered on August 31, 2023.
−Removed: On September 27, 2023, we and Whitehead filed a Notice of Appeal with the Court of Appeals for the Federal Circuit challenging the trial court’s claim construction and grant of summary judgment in favor of the defendants;
−Removed: the defendants cross-appealed challenging the district court’s earlier denial of a motion to dismiss and partial motion for summary judgment on other grounds.
−Removed: The Federal Circuit docketed the case on October 5, 2023, and briefing was completed on June 26, 2024.
−Removed: On October 28, 2024, the parties entered a settlement agreement resolving the litigation on terms agreeable to all parties, pursuant to which the parties filed a joint notice of dismissal of the appeal and cross-appeal on October 31, 2024.
On January 20, 2023, a purported stockholder of the Company filed a securities class action lawsuit against the Company and certain of its officers captioned Hadian v.
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On September 22, 2023, we filed a motion to dismiss the amended complaint.
−Removed: On September 19, 2024, the court granted our motion to dismiss the amended
−Removed: complaint, with leave for plaintiff to file a second amended complaint.
+Added: On September 19, 2024, the court granted our motion to dismiss the amended complaint, with leave for plaintiff to file a second amended complaint.
On October 18, 2024, the lead plaintiff filed a second amended complaint alleging substantially similar facts and claims as in the prior amended complaint.
We filed a motion to dismiss the second amended complaint on November 18, 2024, and briefing on the motion was completed on January 21, 2025.
+Added: On September 22, 2025, the court granted our motion to dismiss the second amended complaint, with leave for plaintiff to file a third amended complaint.
+Added: On October 17, 2025, the plaintiff filed a third amended complaint.
+Added: We filed a motion to dismiss the third amended complaint on November 17, 2025.
+Added: Plaintiff filed an opposition brief on December 18, 2025.
+Added: On January 15, 2026, we filed our reply in support of our motion to dismiss.
We intend to continue to vigorously defend against this action.
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District Court for the Southern District of California (the Guarino Action).
−Removed: On June 12, 2024, an additional derivative complaint, captioned Horrobin v.
+Added: On June 12, 2024, an additional
+Added: derivative complaint, captioned Horrobin v.
Wolchko, et al., was filed by a purported stockholder of the Company in the same district (the Horrobin Action).
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Derivative Litigation (the Derivative Action) and staying the Derivative Action pending the court’s decision on our motion to dismiss the second amended complaint in the Securities Action.
+Added: On September 22, 2025, the stay of the consolidated case automatically expired when the decision dismissing the second amended complaint in the Securities Action was issued.
+Added: On October 24, 2025, the court extended the stay pending the court’s decision on our anticipated motion to dismiss the third amended complaint.
The court's ruling on the motion is pending.
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We intend to vigorously defend against the Derivative Action.
+Added: On December 17, 2025, a derivative complaint, captioned West v.
+Added: Wolchko, et al., was filed by a purported stockholder of the Company in the Court of Chancery of the State of Delaware (the West Action).
+Added: The West Action names certain current and former members of our board of directors and certain current and former officers as defendants.
+Added: The Company is also named as a nominal defendant.
+Added: The plaintiff in the West Action asserts derivative claims for breach of fiduciary duty and insider trading arising out of substantially the same alleged facts and circumstances as the Securities Action.
+Added: On January 16, 2026, the court entered an order staying the West Action until the earliest of the following events:
+Added: (i) the public announcement of any settlement in the Securities Action;
+Added: (ii) a ruling on the motion to dismiss the second amended complaint in the Securities Action;
+Added: or (iii) the dismissal of the Securities Action with prejudice and exhaustion of all related appeals.
+Added: We intend to vigorously defend against the West Action.
From time to time, we may be subject to various other legal proceedings and claims that arise in the ordinary course of our business activities.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.